[Form 4] WELLTOWER INC. Insider Trading Activity

Rhea-AI Filing Summary

Welltower Inc. director Dennis G. Lopez reported an equity award in the form of deferred stock units tied to the company’s common stock. On 12/31/2025, he acquired 57 units at a price of $0 under the Welltower Inc. Amended and Restated 2022 Long-Term Incentive Plan, increasing his beneficial ownership to 16,674.57 shares of common stock held directly.

The deferred stock units were granted without cash consideration and are scheduled to vest on February 28, 2026, provided he continues to serve through that date. Upon vesting, each unit will be settled in shares of Welltower Inc. common stock, effectively converting this award into additional share ownership at that time.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

LOPEZ DENNIS G

(Last) (First) (Middle)

4500 DORR STREET

(Street)

TOLEDO OH 43615

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WELLTOWER INC. [ WELL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/31/2025(1)		A		57(1)	A	$0	16,674.57	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents deferred stock units that were granted without cash consideration under the Welltower Inc. Amended and Restated 2022 Long-Term Incentive Plan and are scheduled to vest on February 28, 2026, subject to the reporting person's continued service through the vesting date. Each deferred stock unit will be settled in shares of Welltower Inc. common stock upon vesting.

	Matthew McQueen Attorney-in-Fact For: Dennis G. Lopez	01/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did WELL director Dennis G. Lopez report?

Director Dennis G. Lopez reported receiving 57 deferred stock units tied to Welltower Inc. common stock on 12/31/2025, booked at a price of $0 as an equity award.

How many Welltower (WELL) shares does Dennis G. Lopez beneficially own after this transaction?

Following the reported award, Dennis G. Lopez beneficially owns 16,674.57 shares of Welltower Inc. common stock, held in direct ownership.

What are the terms of the deferred stock units granted to the WELL director?

The 57 deferred stock units were granted without cash consideration under the Welltower Inc. Amended and Restated 2022 Long-Term Incentive Plan and are scheduled to vest on February 28, 2026, subject to continued service.

When will the deferred stock units for Welltower (WELL) be settled into common shares?

Each deferred stock unit will be settled in shares of Welltower Inc. common stock upon vesting on February 28, 2026, assuming the service condition is met.

Did the WELL director pay any cash for the new deferred stock units?

No cash was paid. The 57 deferred stock units were granted without cash consideration as part of the company’s long-term incentive compensation program.

Under which plan were the deferred stock units for Welltower (WELL) granted?

The deferred stock units were granted under the Welltower Inc. Amended and Restated 2022 Long-Term Incentive Plan, which governs this equity-based award.